1. Indicate if Art.

1 of the Framework Agreement is a representation, warranty, covenant,

right, condition, discretionary authority or declaration.
Art. 1 of the Framework Agreement is a declaration. OK

2. Indicate if Art. 2 of the Framework Agreement is a representation, warranty, covenant,

right, condition, discretionary authority or declaration.
Art. 2 of the Framework Agreement is a covenant. OK

3. Indicate if Art. 3 of the Framework Agreement is a representation, warranty, covenant,

right, condition, discretionary authority or declaration.
Art. 3 of the Framework Agreement is a covenant. OK

4. Indicate if Art. 4 of the Framework Agreement is a representation, warranty, covenant,

right, condition, discretionary authority or declaration.
Art. 4 of the Framework Agreement is a covenant. OK

5. Indicate if Art. 19 of the Framework Agreement is a representation, warranty, covenant,

right, condition, discretionary authority or declaration.
Art. 19 of the Framework Agreement is a covenant.

6. Indicate if Art. 20 (all the sentences except the last one: Dispute Resolution) of the
Framework Agreement is a representation, warranty, covenant, right, condition, discretionary
authority or declaration.
Art. 20 (all the sentences except the last one: Dispute Resolution) of the Framework
Agreement is a covenant, (condition, discretionary authority, negative covenant), covenant,
declaration

7. Indicate if Art. 20 (last sentence: Applicable Law) of the Framework Agreement is a

representation, warranty, covenant, right, condition, discretionary authority or declaration.
Art. 20 (last sentence: Applicable Law) of the Framework Agreement is a declaration. OK

8. Indicate what would be specifically the law applicable to the Framework Agreement if all 3
fictitious states involved (Mediterraneo, Equatoriana, Danubia) have ratified the CISG? What
if all 3 fictitious states involved are in fact New York, Delaware and Louisiana?
The applicable law to the Framework Agreement would be the law of Danubia including
CISG, if the 3 states involved were not from the same country, because it would be an
international trade. If all 3 fictitious states involved are in fact New York, Delaware and
Louisiana, the applicable law to the Framework Agreement would be the law of NY without
CISG, as the Framework Agreement clearly states in Art. 20, because the 3 states are
members of one country, the US, and therefore there is no international sale. OK

9. Do you agree with Mr. Friedensreich, the CFO of the Buyer, that the Buyer has a
“maximum guaranteed number of 10.000 bottles” under the Framework Agreement (Doc 2)?
How would you clarify that?
Yes, the Buyer has a ”maximum guaranteed number 10.000 bottles”, as Art. 2 of the
Framework Agreement clearly stipulates that ”the Seller agrees to sell annually up to 10.000
bottles of its wine”.

10. What is the legal value under the CISG of Mr. Friedensreich’s letter dated 4 November
2014 (Doc 2) to Mr. Weinbauer, the CEO of the Seller? What do you think about the date of
this letter?
According to the CISG, Art. 14, “A proposal is sufficiently definite if it indicates the goods
and expressly or implicitly fixes or makes provision for determining the quantity and the
price.”, therefore Mr. Friedensreich is making a n offer to Weinbauer, the CEO of the Seller.
The date of the letter, 4 November 2014, is in full accordance with the Framework
Agreement, Art. 4 stating that the Buyer will place its order each year no later than 20
December. OK

11. What is the legal value under the CISG of Mr. Weinbauer’s letter dated 1 December 2014
(Doc 4)? It is an acceptance or rather a counteroffer?
Under the Art. 19 of the CISG, Mr. Weinbauer’s letter dated 1 December 2014, is a
counteroffer, as a respond to Mr. Friedensreich’s offer. OK

12. What is the legal value under the CISG of Mr. Weinbauer’s statement in his letter dated 1
December 2014 (Doc 4) that the 2014 harvest was “one of the worst harvests in the last ten
years in relation to quantity” due to weather conditions, such that Kaihari Waina decided to
proceed to a pro rata distribution of the available quantities (half of the usual annual quantity
of about 100.000 bottles) to its customers?
As CISG, Art. 79, (1) states: “A party is not liable for a failure to perform any of his
obligations if he proves that the failure was due to an impediment beyond his control and that
he could not reasonably be expected to have taken the impediment into account at the time of
the conclusion of the contract or to have avoided or overcome it or its consequences.”, Mr.
Weinbauer’s statement is an exemption, as he could not have taken this impediment into
account at the time the contract was concluded. OK

13. What is the legal value under the CISG of Mr. Friedensreich’s letter dated 2 December
2014 (Doc 5)? It is an acceptance, a counteroffer, a rejection or something else?
It is a counteroffer, as the price is accepted, but not the quantity. OR AN ACCEPTANCE

14. If instead of sending the letter dated 2 December 2014 (Doc 5) Mr. Friedensreich had
called Mr. Weinbauer and agreed to his proposal set forth in the letter dated 1 December 2014
(Doc 4) would an enforceable contract for the sale of goods exist under the CISG?
Yes, because the CISG, under Art. 11 states that “A contract of sale need not be concluded in
or evidenced by writing”, therefore the contract would exist. OK

15. What is the legal effect under the CISG of Mr. Weinbauer’s statement in his letter dated 4
December 2014 (Doc 6) that “I consider our relationship terminated” (Doc 6)? Was the
Framework Agreement terminated effective on 4 December 2014?
The statement has no legal effect, as the Framework Agreement can only be terminated until 1
January any year, therefore the Seller will still have to supply the Buyer with a minimum
quantity of 7.500 bottles as stipulated in Art. 3, otherwise Art. 45 of the CISG can be enforced
on the failure of the Seller to perform his duties.

16. What is the legal effect under the CISG of Mr. Weinbauer’s statement in his letter dated 4
December 2014 (Doc 6) that “there will be no delivery of any bottle of the 2014 harvest to
you even if we have to drink them ourselves”?
The statement has no legal effect, as under the Framework Agreement, Art. 3, the Buyer will
still have to supply the Buyer with a minimum quantity of 7.500 bottles.

17. After receiving Mr. Weinbauer’s letter dated 4 December 2014 (Doc 6), under the CISG,
could and should Mr. Friedensreich purchase 2.000 bottles of diamond quality Mata Weltin
2014 wine from another wine producer from the same region in Mediterraneo for a price of
EUR 46,50 per bottle, if the opportunity miraculously presented itself? What damages could
he request and what remedy might he lose?
As Art. 77 of the CISG stipulates, ”A party who relies on a breach of contract must take such
measures as are reasonable in the circumstances to mitigate the loss, including the loss of
profit” therefore the Buyer should take any measures in order to reduce the loss caused by the
Seller not fulfilling his obligations. He should also fight agains Mr. Weinbauer and get the
quantity that the Framework Agreement stipulates, unless the Seller is able to prove that the
quantity that was produced is less than the quantity that the Seller accepted to deliver to all its
Buyer, this implying the enforcement of Art. 79 of the CISG. OK

18. What does “VIAC”, used in Art. 20 of the Framework Agreement, refer to? What if the
orders from 2000- 2008 stated “arbitration by the Vienna Wine Association”, as is typical in
the wine industry?
“VIAC”, used in Art. 20 of the Framework Agreement, refers to the place of arbitration
chosen and agreed on by both parties when signing the agreement. If the orders from 2000-
2008 stated “arbitration by the Vienna Wine Association”, as is typical in the wine industry,
this would be unclear which wine industry is being referred to, therefore it would an error in
concluding the agreement.

19. In the litigation or arbitration that he intends to commence, Mr. Friedensreich would like
to make a request that Vino Veritas produce all its correspondence since 1 January 2014 with
SuperWines, to determine how many bottles Kaihari Waina is selling to SuperWines and for
what price. Will he be able to obtain this?
Yes, he will be able to obtain this as being relevant for the arbitration process to decide if the
Seller has decided to sell more to SuperWines at pro-rata, instead of executing its past
obligations with an older buyer. NO

20. What if the language of art. 20 of the Framework Agreement had been proposed by Vino
Veritas but Mr. Friedensreich insisted that the words “and the parties agree that no discovery
shall be allowed” be added?
If those words would have been added, Mr. Friedensreich would have ensured that he cannot
request the letters between Vino Veritas and SuperWines as that would have been considered
a discovery for the case.